The Research On Chinese Legal System Of Securities Private Placement

Private placement as important financing channels in capital markets has been a rapid development in China. However, in China the relevant provisions of the private placement are still not formed a complete legal system. A standardized system of private placement should be found in order to the orderly and healthy development of securities market. This paper attempts to make some suggestion of building the private placement legal system of China, through draws lessons from region by mainly utilizing such means as comparative analysis, historical analysis, and aims, combined with the reality in China. The paper intended to research and discuss in the following four chapters by the title of "The Research on Chinese Legal System of Securities Private Placement"The first part, the research on basic issues of securities private placement. First of all, the writer introduces some basic issues of securities private placement. And the writer distinguishes between private placement and related concepts, such as non-public placement, illegal fund-raising, and private equity funds. Finally, the writer from the origin and advantages of private placement analyzes the significance of private equity placement.The second part, the introduction to private placement legal system of American. The America securities private placement has been already perfect, after a long-term development. Highly developed securities markets means that the securities have a complete legal system, and at the same time because of the securities complete legal system, the securities markets of American can develop rapidly. The writer mainly analyses the detailed contents of three laws and regulations of Article 4(2)in Securities Law,Regulation D and Rule 144A when introduces and analyses the legal system of private placement in America and concludes its characteristics. It is meaningful for us to make research on the America securities private placement laws and regulations when we regulate the private placement actions in reality.The third part, the investigation of the present of private placement. As the rapid development of our economy, in our country some industry began to the initial exploration of the private placement. Our country applies private placement to many areas of security market. Private placement regulation also scattered among various departments and at different levels of legal documents. The regulation in our country currently concerning the private placement belongs to parts rules and separated legislation which leads to the in distinction and uncertainty of private placement system and makes the validity confined to a certain scope. Though the new"Corporation law" and "Securities law" in our country has not adopt "private placement" directly, some relevant regulations has sketched the fundamental system frame about securities private placement. However, the legislation does not establish the relevant system from the legal elements of private placement, which lead to the no-normalization of private placement behaviors in the practice and the deviation from private placement in the standard sense.The fourth part, the detailed tentative plan of establishing securities private placement legal system in our country. Building of the private placement system, we can learn from American experience, to focus on the legislative intent of Securities Law. In this part, the writer first established two basic principles of building the private placement legal system.The first principle is balance between efficiency and fairness. The second principle is combining with the actual situation in our country. The writer puts forward many regulations advices respectively from the reform of the securities placement verification system, the definition of private placement object, improvement of information disclosure system to construct China's securities private placement system.